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**SUMMIT PLACEMENT SERVICES, INC. RECRUITING AGREEMENT**
This Agreement is entered into between Summit Placement Services, Inc. (“Summit”) and [Client Name] (“Client”).
ENGAGEMENT
Summit is engaged to identify, recruit, and refer candidates for employment or engagement by Client, including Physicians, Physician Assistants, and Nurse Practitioners (“Candidates”).
DEFINITIONS
“Candidate” means any individual introduced, referred, or identified to Client by Summit, directly or indirectly.
“Referral” means the transmission of Candidate information (including name, CV, or identifying details) by Summit to Client.
“Acceptance” means any written or electronic agreement by a Candidate to work with Client in any capacity, including but not limited to:
“Total Compensation” means all compensation reasonably expected in the first twelve (12) months, including:
PLACEMENT FEE
Client agrees to pay Summit a placement fee equal to 6.75% of Candidate’s first-year Total Compensation.
FEE EARNED & PAYMENT TRIGGER
The placement fee is fully earned upon Candidate’s Acceptance of any engagement with Client, whether as a W-2 employee, independent contractor (1099), locum tenens provider, consultant, or in any other capacity.
Client acknowledges and agrees that Summit’s services are fully performed upon securing Candidate’s Acceptance, and that the placement fee reflects the value of sourcing, recruiting, and securing such commitment.
The fee is due and payable upon the earlier of:
The fee is owed regardless of whether Candidate ultimately commences or continues employment or engagement.
NO CONTINGENCY ON START DATE
The placement fee is not contingent upon Candidate’s start date, continued employment, continued engagement, or any future event.
NO REFUNDS / SOLE REMEDY
All fees are earned and non-refundable, except as expressly provided in the Replacement Policy below.
Client’s sole and exclusive remedy for any claim related to a Candidate’s failure to commence or continue employment or engagement shall be limited to the Replacement Policy.
REPLACEMENT POLICY
Summit will use commercially reasonable efforts to provide one (1) replacement Candidate if:
Conditions:
Summit makes no guarantee as to the timing, availability, or successful placement of any replacement Candidate.
No refunds, credits, or repayments shall be issued.
PRIOR CONTACT / PROCURING CAUSE
Client agrees to pay the placement fee if Summit is the procuring cause of the engagement.
Summit shall be deemed the procuring cause if its Referral directly or indirectly results in any engagement of the Candidate.
Prior knowledge of a Candidate does not eliminate the fee unless the Candidate was under active, documented consideration by Client prior to Summit’s Referral.
If Client, or any affiliate, engages a Candidate within twelve (12) months of Referral, the placement fee is owed.
Client shall not share Candidate information with any third party. Any resulting engagement through a third party does not eliminate Client’s obligation to pay the fee.
ANTI-CIRCUMVENTION / ANY ENGAGEMENT
The placement fee applies to any engagement of a Candidate by Client, whether as a W-2 employee, independent contractor (1099), locum tenens provider, consultant, or in any other capacity, whether direct or indirect.
Client shall not avoid or reduce the placement fee by engaging Candidate under a different classification, title, entity, or structure. Any such engagement shall be deemed a placement under this Agreement.
NON-FULL-TIME / CONTRACT COMPENSATION
If Candidate is engaged on an hourly, daily, or contract basis, Client agrees to pay 6.75% of the estimated first twelve (12) months of compensation (annualized) or an agreed hourly placement fee as specified by Summit.
CLIENT RESPONSIBILITY / NO RELIANCE
Client is solely responsible for:
Client acknowledges it is not relying on any representation or warranty by Summit regarding Candidate performance or qualifications.
LIMITATION OF LIABILITY
Summit shall not be liable for any acts, omissions, errors, or performance of any Candidate.
Under no circumstances shall Summit be liable for any indirect, consequential, or special damages.
This provision survives termination of this Agreement.
PAYMENT TERMS
All invoices are due within ten (10) business days.
Late payments shall accrue interest at 1.5% per month, plus all collection costs, including reasonable attorney’s fees and enforcement expenses.
TERM
This Agreement applies to each Candidate for twelve (12) months from the date of Referral.
GOVERNING LAW & VENUE
This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.
Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Delaware, and the parties hereby consent to the personal jurisdiction of such courts.
ELECTRONIC ACCEPTANCE
This Agreement may be accepted electronically and shall be fully binding upon such acceptance. Client represents that the individual accepting this Agreement is authorized to bind the organization.
ENTIRE AGREEMENT / SEVERABILITY
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
NON-EXCLUSIVE
This is a non-exclusive agreement.
